This amended and restated Tax
Sharing Agreement (“ Tax Sharing Agreement ”) is
executed on [—], 2011 by and among Ambac Financial
Group, Inc. (formerly known as AMBAC Inc., and hereinafter referred
to as “ AFGI ” or “ Parent ”)
and each of the other corporations that is a signatory to this Tax
Sharing Agreement below.

WHEREAS, Parent and each of the
Subsidiaries (as defined below), including Ambac Assurance
Corporation (formerly known as AMBAC Indemnity Corporation)
(“ AAC ”), are includible corporations in an
affiliated group of corporations of which AFGI is the common
parent, all within the meaning of Section 1504 of the Internal
Revenue Code of 1986, as amended (the “ Code
”).

WHEREAS, Parent and the Subsidiaries
are parties to a tax sharing agreement dated as of July 18,
1991 (the “ 1991 TSA ”), as amended by Amendment
No. 1, effective as of October 1, 1997 (“
Amendment No.1 ”), as amended by Amendment No. 2,
effective as of November 19, 2009 (“ Amendment
No. 2 ”), and as amended by Amendment No. 3,
effective as of January 1, 2010 (“ Amendment
No. 3 ”), which sets forth a method to allocate and
settle among them the consolidated federal tax liability of the
Group (as defined below) and certain other related
matters.

WHEREAS, Parent filed a petition in
the United States Bankruptcy Court for the Southern District of New
York (the “ Bankruptcy Court ”), under chapter
11 of title 11 of the United States Code (the “ Bankruptcy
Code ”), on November 8, 2010, as referenced by Case
No. 10-15973 (SCC) (the “ Chapter 11 Case
”).

WHEREAS, Parent intends to continue
to file consolidated federal income tax returns on behalf of itself
and the other Members (as defined below) of the Group.

NOW THEREFORE, in consideration of
the mutual covenants contained herein, the parties agree as
follows:

1. Effective Date . The
effective date of this Tax Sharing Agreement (the “
Effective Date ”) shall be the later of (a) the
Bankruptcy Plan Confirmation Date (as defined below) and
(b) the date on which a non-stayed order is entered by the
Rehabilitation Court (as defined below) approving the transactions
contemplated by the Mediation Agreement (as defined below);
provided , however , that once this Tax Sharing
Agreement becomes effective, it shall have effect for all Taxable
Periods (as defined below) beginning on or after January 1,
2011, subject to the following:

(a)

For purposes of
subparagraph 3(c), this Tax Sharing Agreement shall have effect as
of October 1, 2011, and the portion of the Taxable Period
beginning on October 1, 2011 and ending on December 31,
2011 shall be considered a separate Taxable Period.

(b)

The 1991 TSA as
amended by Amendment No. 1 and Amendment No. 2 (the
“ Prior Agreement ”) shall remain in effect with
respect to all Taxable Periods beginning before January 1,
2011. For the avoidance of doubt:

1

Amended and Restated Tax Sharing
Agreement

(i)

In the event
that tax attributes of the Group, including, but not limited to,
NOLs (as defined below), AMT NOLs (as defined below) and tax credit
carryforwards, arising in a Taxable Period beginning prior to
January 1, 2011 are carried over to a Taxable Period beginning
on or after January 1, 2011, the effect, in the Taxable Period
to which the tax attribute is carried over, shall be determined by
applying the provisions of this Tax Sharing Agreement;
and

(ii)

In the event
that tax attributes of the Group, including, but not limited to,
NOLs, AMT NOLs, and tax credit carryforwards, arising in a Taxable
Period beginning on or after January 1, 2011 are carried back
to a Taxable Period beginning prior to January 1, 2011, the
effect, in the Taxable Period to which the tax attribute is carried
back, shall be determined by applying the provisions of the Prior
Agreement; provided that any carryback of any portion of the
Allocated AAC NOL Amount, Allocated AAC AMT NOL Amount,
Post-Deconsolidation Allocated NOL Amount, Post-Deconsolidation
Allocated AMT NOL Amount or Post-Determination Date NOLs shall be
subject to subparagraph 3(c) of this Tax Sharing Agreement with
respect to such Taxable Period.

(c)

Prior to the
Effective Date, payments shall be made by the Subsidiaries to
Parent, and by Parent to the Subsidiaries, in accordance with the
provisions of the Prior Agreement.

(d)

Within sixty
(60) days after the Effective Date, Parent shall calculate, in
the case of each Subsidiary, the difference between (i) the
aggregate amount paid (prior to the Effective Date) by the
Subsidiary to Parent pursuant to the Prior Agreement with respect
to Taxable Periods beginning on or after January 1, 2011, and
(ii) the aggregate amount that would have been payable (prior
to the Effective Date) by the Subsidiary to Parent with respect to
such Taxable Periods if such payments had been determined under
this Tax Sharing Agreement. If the amount in clause
(i) exceeds the amount in clause (ii), this excess shall be
paid by Parent to the Subsidiary no later than ninety
(90) days after the Effective Date. If the amount in clause
(ii) exceeds the amount in clause (i), this excess shall be
paid by the Subsidiary to Parent no later than ninety
(90) days after the Effective Date.

2. Defined Terms . For
purposes of this Tax Sharing Agreement, the following terms shall
be defined as follows:

“ AAC AMT ” for a
Taxable Period shall mean, with respect to the AAC Subgroup, the
AMT liability, if any, that the AAC Subgroup would have for such
Taxable Period determined on a Separate Subsidiary
Basis.

“ AAC Federal Tax Usage
Amount ” shall mean, with respect to any Taxable Period,
the sum of the amounts due and payable by the AAC Subgroup under
clauses 3(c)(i) and 3(c)(ii).

“ AAC Notional AMT
Amount ” shall mean , with respect to any Taxable Period,
the aggregate amount of the increase in the AAC Subgroup’s
AMT liability that would have been owed and payable with respect to
such Taxable Period (determined on a Separate Subsidiary Basis),
disregarding any exclusion from gross income pursuant to
Section 108(a) of the Code, to the extent that no portion of
the (i) Allocated AAC AMT NOL Amount or
(ii) Post-Deconsolidation Allocated AMT NOL Amount within the
applicable NOL Usage Tier or Usage Tiers, as the case may be, would
have been available in connection with such determination with
respect to such Taxable Period (after applying all applicable
modifications provided in subparagraph 3(c)).

“ AAC Notional Federal Tax
Amount ” shall mean, with respect to any Taxable Period,
the aggregate amount of the increase in the AAC Subgroup’s
Federal Tax liability that would have been owed and payable with
respect to such Taxable Period (determined on a Separate Subsidiary
Basis), disregarding any exclusion from gross income pursuant to
Section 108(a) of the Code, to the extent that no portion of
the (i) (A) Allocated AAC NOL Amount or
(B) Post-Deconsolidation Allocated NOL Amount within the
applicable NOL Usage Tier or Usage Tiers, as the case may be, or
(ii) AFGI NOL Amount, as the case may be, would have been
available in connection with such determination with respect to
such Taxable Period (after applying all applicable modifications
provided in subparagraph 3(c)).

“ AAC Subgroup ”
shall mean AAC and any direct or indirect Subsidiary of AAC,
including Everspan, which would be treated as an includable
corporation of an affiliated group of corporations under
Section 1504(a) of the Code as if AAC were the common parent
of such affiliated group; provided , however , that
for purposes of paragraphs 3, 4 and 5 and subparagraphs 6(e) and
6(f), the AAC Subgroup shall be treated as a single separate
Subsidiary of the Group.

“ AAC Subsidiary
” shall mean any Subsidiary included in the AAC
Subgroup.

“ Adjustment Event
” shall mean any event resulting in the application of
Treasury Regulation Section 1.1502-36 to AAC or the AAC
Subgroup, other than a Deconsolidation Event.

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Amended and Restated Tax Sharing
Agreement

“ AFGI NOL Amount or AFGI
NOLs ” shall mean, with respect to any Taxable Period,
the NOLs of the Group MINUS the sum of (i) the Allocated AAC
NOL Amount that has not been previously utilized to offset income
for Federal Tax purposes and (ii) the portion of the
Post-Determination Date NOLs that has not been previously utilized
to offset income for Federal Tax purposes, in each case, as
determined as of the end of such Taxable Period (or the portion of
each Taxable Period ending on the date of the occurrence of a
Deconsolidation Event).

“ AFGI Subgroup ”
shall mean each Member of the Group other than any Member included
in the AAC Subgroup.

“ AFGI Subsidiary
” shall mean each Subsidiary other than any Subsidiary
included in the AAC Subgroup.

“ Allocated AAC AMT NOL
Amount ” shall mean an aggregate amount of AMT NOLs equal
to the product of (i) the AMT NOLs of the Group and
(ii) the percentage (expressed as a decimal) determined by
dividing (1) the Allocated AAC NOL Amount by (2) the
total NOLs of the Group MINUS any Debt Related Income, such NOLs to
be determined as of the Determination Date, in each case, to the
extent not previously utilized by the AAC Subgroup.

“ AMT NOL or AMT NOLs
” shall mean any NOL or NOLs as determined for purposes of
the AMT provisions of the Code, including any adjustments or
limitations provided pursuant to Sections 55 though 59 of the
Code.

with respect to
the Taxable Period beginning on October 1, 2011, $1
million;

ii.

during the second (2nd) through seventh (7th) Taxable Periods following the Taxable
Period beginning on October 1, 2011, the sum of (1) $3
million and (2) the excess of $3 million over the lesser of
(Y) the portion of the Annual AMT NOL Usage Credit actually
utilized in the immediately prior Taxable Period and (Z) $3
million;

4

Amended and Restated Tax Sharing
Agreement

iii.

during the eighth (8th) Taxable Period following the Taxable
Period beginning on October 1, 2011, the sum of (1) $10
million and (2) the excess of $3 million over the lesser of
(Y) the portion of the Annual AMT NOL Usage Credit actually
utilized in the immediately prior Taxable Period and (Z) $3
million; and

iv.

during the ninth (9th) Taxable Period following the Taxable
Period beginning on October 1, 2011 and any Taxable Period
thereafter, the Annual AMT NOL Usage Credit shall be equal to the
sum of (1) $10 million and (2) the excess of $10 million
over the lesser of (Y) the portion of the Annual AMT NOL Usage
Credit actually utilized in the immediately prior Taxable Period
and (Z) $10 million.

“ Cash Grant ”
shall mean the $30 million paid by AAC to AFGI (through an escrow
account) pursuant to the Mediation Agreement.

“ Closing Date ”
shall have the meaning provided in paragraph 11 of the Mediation
Agreement.

“ CODI ” shall
mean cancellation of indebtedness income as determined under
Sections 61(a)(12) and 108(a) of the Code and the Treasury
Regulations thereunder.

“ Cooperation Agreement
” shall mean the Cooperation Agreement, dated as of
March 24, 2010, among AAC, the Segregated Account, AFGI and
the Rehabilitator, as amended.

“ Cost Allocation
Agreement ” shall mean the Expense Sharing and Cost
Allocation Agreement effective as of the Effective Date among AFGI,
AAC and the affiliates listed on Schedule A thereto.

“ Debt Related Income
” shall mean any Interest Recapture plus any CODI, in each
case, realized by AFGI or an AFGI Subsidiary in connection with the
Bankruptcy Plan and the Chapter 11 Case.

5

Amended and Restated Tax Sharing
Agreement

“ Deconsolidation Event
” shall mean any event that results in neither AAC nor any
entity that, pursuant to Section 381 of the Code, succeeds to
the tax attributes of AAC described in Section 381(b) of the
Code, being characterized as an includible corporation with the
Group, all within the meaning of Section 1504 of the
Code.

“ Determination Date
” shall mean September 30, 2011.

“ Effective Date
” shall have the meaning provided in paragraph 1.

“ Estimated Tax
Payments ” shall mean, for a Taxable Period, the
aggregate payments for such Taxable Period provided in paragraph 4
hereof.

“ Everspan ”
shall mean Everspan Financial Guarantee Corp.

“ Federal Tax ”
shall mean any tax imposed under the Code other than
AMT.

“ Final Determination
” shall have the meaning provided in subparagraph
5(a).

“ Group ” shall
mean (i) Parent and (ii) any corporation (whether now
existing or hereafter formed or acquired) which is includible in
the affiliated group, as defined in Section 1504(a) of the
Code, which includes Parent (or a new common parent if the
affiliated group of which Parent is the common parent as of
January 1, 2011 remains in existence under Treasury Regulation
Section 1.1502-75(d)(3)).

“ Initial Date ”
shall mean the date on which Parent ceased to be a member of the
affiliated group of which Citicorp is the common parent.

“ Interest Recapture
” shall mean the amount of any interest expense of AFGI or an
AFGI Subsidiary that is disallowed pursuant to
Section 382(l)(5)(B) of the Code upon the consummation of the
Bankruptcy Plan or otherwise related to the Chapter 11
Case.

over (ii) the AAC Federal Tax
Usage Amount, such excess, subject to the payment provisions of
subclause 3(c)(iii)(2).

“ Mediation Agreement
” shall mean the mediation agreement, dated as of
September 21, 2011, by and among AFGI, AAC, the Segregated
Account, the Wisconsin Office of the Commissioner of Insurance, the
Rehabilitator and the Official Committee of Unsecured Creditors of
AFGI.

“ Member ” shall
mean each corporation (whether now existing or hereafter formed or
acquired), including Parent and each of the Subsidiaries, that is
entitled, or required, to join with Parent in filing a consolidated
federal income tax return with the Group.

“ NOL or NOLs ”
shall mean any net operating loss or losses as determined pursuant
to Section 172 of the Code.

“ Pre-Deconsolidation
Utilized AMT NOL Amount ” shall mean the aggregate
portion of the Allocated AAC AMT NOL Amount deemed utilized by the
AAC Subgroup to offset income for AMT purposes pursuant to the
provisions of clause 3(c)(iii) following the Determination Date and
on or prior to the date on which a Deconsolidation Event
occurs

7

Amended and Restated Tax Sharing
Agreement

(including any AMT NOLs that were
not directly or indirectly subject to the payment requirements of
clause 3(c)(iii)).

“ Pre-Deconsolidation
Utilized NOL Amoun t” shall mean the aggregate sum of the
Allocated AAC NOL Amount deemed utilized by (i) the AAC
Subgroup to offset income for Federal Tax purposes pursuant to the
provisions of subclause 3(c)(i)(2) and (ii) the AFGI Subgroup
to offset income for Federal Tax purposes pursuant to the
provisions of clause 3(c)(vii), in each case, following the
Determination Date and on or prior to the date on which a
Deconsolidation Event occurs (including any NOLs that were not
directly or indirectly subject to the payment requirements of
clause 3(c)(i)).

“ Pre-Determination Date
AMT NOLs ” shall mean, subject to subparagraph 6(f), any
AMT NOLs generated by the Group on or prior to, and existing as of,
the Determination Date, not taking into account the consequences of
any settlement with respect to the IRS Dispute.

“ Pre-Determination Date
NOLs ” shall mean, subject to the provisions of
subparagraph 6(f), any NOLs generated by the Group on or prior to,
and existing as of, the Determination Date, not taking into account
the consequences of any settlement with respect to the IRS
Dispute.

“ Rehabilitator ”
shall mean the rehabilitator of the Segregated Account appointed by
the Rehabilitation Court.

“ Segregated Account
” shall mean the segregated account of AAC, established
pursuant to a plan of operation which sets forth the manner by
which AAC shall establish and operate such segregated account in
accordance with Wis. Stat. Section 611.24(2).

“ Separate Subsidiary
Basis ” shall mean the Federal Tax liability and AMT
liability, taking into account all items of income, gain,
deduction, loss, credits (including AMT credits), tax item
carryforwards or carrybacks or other similar tax attributes that
each Subsidiary would have for such Taxable Period (including
interest and penalties related to items attributable to each
Subsidiary) determined as if such Subsidiary had filed its own
federal tax return for any such Taxable Period and for all prior
Taxable Periods beginning on or after the Initial Date employing
the methods and principles of accounting, elections and conventions
actually

8

Amended and Restated Tax Sharing
Agreement

used in the determination of the
Federal Tax and AMT liabilities of the Group.

“ Separate Subsidiary
Tax ” for a Taxable Period shall mean, with respect to
each Subsidiary, the Federal Tax liability and AMT liability that
each Subsidiary would have for such Taxable Period (including
interest and penalties related to items attributable thereto)
determined on a Separate Subsidiary Basis; provided ,
however , that (i) prior to a Deconsolidation Event,
the AAC Subgroup shall be treated as a single separate Subsidiary
of the Group and (ii) after a Deconsolidation Event, the AAC
Subgroup shall be treated as a single corporation that is not
included in any affiliated group as defined in Section 1504 of
the Code and that is filing its own separate federal tax return;
providedfurther , in each case, that for purposes of
subparagraph 3(c), the AAC Subgroup or the AFGI Subgroup, as the
case may be, shall be characterized as having available for its use
the NOLs, AMT NOLs and AMT credits specifically allocated to, or
made available for use by, the AAC Subgroup pursuant to (and
subject to the limitations provided) in this Tax Sharing
Agreement.

“ Subsidiary ”
shall mean each corporation, or association taxable as a
corporation, that is an includible corporation within the meaning
of Section 1504 of the Code with respect to the Group, the AAC
Subgroup, or both the Group and the AAC Subgroup, as the case may
be.

“ Taxable Period
” shall mean any taxable year (or portion thereof) ending
after the Initial Date with respect to which a federal income tax
return is filed on behalf of (i) the Group, (ii) the AAC
Subgroup or (iii) AAC.

3. Provisions Relating to
Payments . For each Taxable Period, the parties hereto shall
make payments to each other in accordance with this Tax Sharing
Agreement as follows:

(a)

Payments to
Parent and AAC.

(i)

For each
Taxable Period of the Group, each AFGI Subsidiary shall pay to
Parent the Separate Subsidiary Tax due with respect to such AFGI
Subsidiary no later than the due date (excluding extensions) of the
Group’s consolidated federal tax return for the Taxable
Period in question.

(ii)

For each Taxable Period of the
Group beginning prior to the occurrence of a Deconsolidation Event,
AAC on behalf of the AAC Subgroup, shall pay to Parent the Separate
Subsidiary Tax due with respect to the AAC Subgroup no later than
the due date (excluding extensions) of the Group’s
consolidated federal tax return for the Taxable Period in question;
provided , however , that, solely for purposes of
this clause 3(a)(ii), in the event that AAC is required to make a
payment to Parent pursuant to subclause

9

Amended and Restated Tax Sharing
Agreement

3(c)(i)(3) with
respect to the Taxable Period, the Separate Subsidiary Tax of the
AAC Subgroup for the Taxable Period shall be calculated by treating
any portion of the AFGI NOL Amount that is utilized by the AAC
Subgroup as if such NOLs had been generated by the AAC Subgroup
rather than by AFGI or an AFGI Subsidiary; and providedfurther that to the extent that Parent has not previously
made all payments to AAC required under this Tax Sharing Agreement
and the Prior Agreement, AAC shall be entitled to offset and retain
any portion of the payment of Separate Subsidiary Tax that would
otherwise be due to Parent.

(iii)

For each
Taxable Period of the Group beginning prior to the occurrence of a
Deconsolidation Event, AAC on behalf of the AAC Subgroup shall pay
to Parent any amounts due pursuant to subparagraph 3(c) hereof no
later than forty-five (45) days after the due date (excluding
extensions) of the Group’s consolidated federal tax return
for the Taxable Period in question; provided ,
however , that any such amounts due prior to the Closing
Date shall be deposited in an escrow account established pursuant
to the Mediation Agreement and subsequently transferred to AFGI on
the Closing Date; providedfurther , that AAC shall
be entitled to offset and retain any portion of any amounts due
pursuant to subparagraph 3(c) to the extent that Parent has not
previously made all payments to AAC required under this Tax Sharing
Agreement and the Prior Agreement.

(iv)

With respect to
any Taxable Period of the AAC Subgroup beginning after a
Deconsolidation Event, AAC shall provide AFGI with (1) a copy
of any tax return that includes the AAC Subgroup and that reflects
the utilization of any portion of the Post-Deconsolidation
Allocated NOL Amount or Post-Deconsolidation Allocated AMT NOL
Amount and (2) a reasonably detailed written calculation
either of the amounts due to Parent under clauses 3(c)(ii) or
3(c)(iii) or an explanation of why no amounts are due, in each
case, at least thirty (30) days before the filing of such tax
return. If AFGI agrees in writing within thirty (30) days of
the receipt of the items referenced in (1) and (2) above
with AAC’s calculation of the amounts due to AFGI, AAC shall
pay to AFGI any amounts due pursuant to subparagraph 3(c) no later
than the due date of such tax return including extensions;
provided , however , that AAC shall be entitled to
offset and retain any portion of any amounts due pursuant to
subparagraph 3(c) to the extent that Parent has not previously made
all payments to AAC required under this Tax Sharing Agreement and
the Prior Agreement. Any disputed item related to such tax return
shall be subject to the dispute resolution and payment provisions
of paragraph 8.

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Amended and Restated Tax Sharing
Agreement

(v)

For each
Taxable Period of the Group, each AAC Subsidiary (other than AAC)
shall pay to AAC (1) such Subsidiary’s allocable portion
of the AAC Subgroup’s Separate Subsidiary Tax, as determined
solely in AAC’s discretion, no later than the due date
(excluding extensions) of the Group’s consolidated federal
tax return for the Taxable Period in question and (2) such
subsidiary’s allocable portion of the AAC Subgroup’s
amount due to Parent under clause 3(a)(iii), as determined solely
in AAC’s discretion, no later than forty-five (45) days
after the due date (excluding extensions) of the Group’s
consolidated federal tax return for the Taxable Period in
question.

(b)

Payments by
Parent.

(i)

To the extent
that payments made by any AFGI Subsidiary pursuant to clause
3(a)(i) and paragraph 4 exceed the Separate Subsidiary Tax
liability of such AFGI Subsidiary for a Taxable Period, AFGI shall,
no later than thirty (30) days after the filing of the
Group’s consolidated federal tax return with respect to such
Taxable Period, pay such excess to such AFGI Subsidiary.

(ii)

To the extent
that payments made by AAC on behalf of the AAC Subgroup pursuant to
clause 3(a)(ii) and paragraph 4 with respect to a Taxable Period
exceed the Separate Subsidiary Tax liability of the AAC Subgroup
for such Taxable Period, AFGI shall, no later than thirty
(30) days after the filing of the Group’s consolidated
federal tax return with respect to such Taxable Period, pay such
excess to AAC; provided , however , that Parent shall
be entitled to offset and retain any portion of such excess to the
extent that AAC has not previously made all payments required under
this Tax Sharing Agreement and the Prior Agreement.

(iii)

With respect to
(1) any Taxable Period of the Group that does not include a
Deconsolidation Event or (2) the portion of any Taxable Period
of the Group prior to the occurrence of a Deconsolidation Event, to
the extent that payments made by AAC on behalf of the AAC Subgroup
pursuant to subparagraph 3(c) exceed the payments required to be
made thereunder, AFGI shall, no later than thirty (30) days
after the filing of the Group’s consolidated federal tax
return with respect to such Taxable Period, pay such amounts to
AAC; provided , however , that Parent shall be
entitled to offset and retain any portion of such excess to the
extent that AAC has not previously made all payments required under
this Tax Sharing Agreement and the Prior Agreement.

(iv)

For each Taxable Period of the
Group beginning on or prior to the date on which a Deconsolidation
Event occurs, Parent shall pay to

11

Amended and Restated Tax Sharing
Agreement

AAC on behalf
of the AAC Subgroup any amounts due pursuant to clause 3(c)(vii)
hereof no later than the due date (excluding extensions) of the
Group’s consolidated federal tax return with respect to such
Taxable Period.

(v)

For the
avoidance of doubt, the provisions of paragraph 5 shall be taken
into account with respect to any payments made as a result of a
Final Determination or Carryback Payment (as such terms are defined
below).

(c)

Payments
Related to the Notional Utilization of NOLs. For purposes of determining any payments
required under this subparagraph 3(c) related to the notional
utilization of NOLs:

Allocated
NOLs. Unless and until
there has been a Deconsolidation Event, the aggregate amount of
Pre-Determination Date NOLs allocated to, and available for use by,
the AAC Subgroup to offset income for Federal Tax purposes shall be
an aggregate amount equal to the Allocated AAC NOL
Amount.

(2)

NOL Usage
Payment. The AAC
Subgroup in the aggregate may utilize Pre-Determination Date NOLs
to offset income for Federal Tax purposes in an amount up to the
Allocated AAC NOL Amount (to the extent not previously utilized in
a prior Taxable Period pursuant to this subclause 3(c)(i)(2)).
During any Taxable Period that the AAC Subgroup offsets income for
Federal Tax purposes by utilizing any portion of the available
Allocated AAC NOL Amount with respect to any NOL Usage Tier set
forth in the NOL Usage Table below (taking into account all prior
NOL utilization within each NOL Usage Tier during any Taxable
Period), AAC shall make payments to AFGI within the time and in the
manner prescribed herein in an amount equal to (Y) the
applicable percentages with respect to the applicable NOL Usage
Tier, multiplied by (Z) the AAC Notional Federal Tax Amount
attributable to the utilization of such portion of the Allocated
AAC NOL Amount within the applicable NOL Usage Tier or NOL Usage
Tiers, as the case may be.

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